Page 180 - Microsoft Word - One-Report-Eng 2024 Final.docx
P. 180

Tycoons Worldwide Group (Thailand) Plc.


                    Unabridged policy and guidelines on corporate governance and unabridged code of business conduct
                    prepared by the Company in the following matters:

                    1. The Principles of Good Corporate Governance Policy for the Company
                    Tycoons Worldwide Group (Thailand) Public Co., Ltd. is operated under the supervision of its Board of
                    Directors. Being a responsible organization, the company is determined to comply with the principles of
                    corporate governance for all companies listed in  Thailand, which is stipulated in the Securities and
                    Exchange Act B.E. 2535 for the best benefit of shareholders, stakeholders and the company’s sustainability.
                    The principles are as follows.

                    1 Rights of Shareholders

                    Shareholders are the owners of the company. They control the company by appointing the Board of
                    Directors to act as their representatives. Shareholders are eligible to make decisions on any of significant
                    corporate changes. Therefore, the company encourages shareholders to exercise their rights.
                    Basic shareholder rights are rights to buy, sell, or transfer shares, share in the profit of the company, obtain
                    relevant and adequate information on the company in a timely manner and on a regular basis, participate
                    and vote in the shareholder meetings to elect or remove members of the board, appoint the external auditor,
                    and make decisions on any transactions that affect the company such as dividends payment, amendments
                    to the company’s articles of association or the company’s bylaws, capital increases or decreases, and the
                    approval of extraordinary transactions, etc.

                    The Board of Directors realizes the importance of shareholders’ meeting as revealed in the policies to
                    facilitate all shareholders equally in attending the meeting, provide sufficient information timely in advance
                    of the meeting so that the shareholders have enough time to decide whether to attend or to designate
                    representatives to attend the meeting on their behalves. Shareholders are encouraged to query directors
                    and allowed to propose an agenda item, the directors on the other hand are obliged to attend the meeting
                    and answer the enquiries.

                    The Board of Directors must complete the minutes of the meeting and present to the shareholders through
                    the website as soon as possible within 14 days after the meeting.

                    2 Equitable Treatment of Shareholders

                    The Board of Directors values the right of every shareholder equally as reflected in the company’s policy of
                    disclosure of information that the company constantly informs shareholders the status of the company
                    through the website of SET. Moreover, the company allows the minority shareholder to nominate director
                    positions in advance and vote by proxy.

                    The company also has the policy to prevent the use of inside information for abusive self dealing such as
                    insider trading or related party transactions. Particularly, they are not allowed to trade their shares of the
                    company one month prior to the announcement of the company’s financial report.

                    All directors and executives are obliged to disclose to the board whether they and their related parties have
                    any interest in any transaction or matter directly affecting the company. Directors and executives who have
                    such interests should not participate in the decision making process on such issues.



                                                              159
   175   176   177   178   179   180   181   182   183   184   185